Limitations on Amount. Buyer will have liability (for indemnification or otherwise) with respect to claims under Section 11 only for an amount equal to the amount of the Purchase Price paid by Buyer as of the date that the claim for indemnification is made.
Limitations on Amount. Neither Party will have liability with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) or clause (a) of Section 11.3 (Indemnification by Buyer) unless and until, (i) the individual claim or series of related claims giving rise to any Damages exceeds [***] (the “Per Claim Threshold”) and (ii) in the case of Seller Parties, the aggregate amount of all claims of Buyer Indemnified Parties under clause (a) of Section 11.2 (Indemnification by Seller Parties) indemnifiable hereunder, and, in the case of Buyer the aggregate amount of all claims of Seller Indemnified Parties under clause (a) of Section 11.3 (Indemnification by Buyer) indemnifiable hereunder, exceeds [***] of the Upfront Fee (the “Deductible Amount”), in which case the Indemnifying Party shall be liable for the aggregate amount of all Damages with respect to claims of the Indemnified Parties indemnifiable hereunder (taking into account the Per Claim Threshold) in excess of the Deductible Amount. Notwithstanding the foregoing, (a) each Indemnified Party shall be entitled to recover for, and the Per Claim Threshold and the Deductible Amount shall not apply to, any and all claims or payments made with respect to any breach or inaccuracy of a Fundamental Representation, (b) Seller Parties will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.2 (Indemnification by Seller Parties) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.2 (Indemnification by Seller Parties) exceeds the Cap, as then in effect, and (c) Buyer will have no liability for indemnification with respect to the matters described in clause (a) of Section 11.3 (Indemnification by Buyer) (other than a Fundamental Representation) once the aggregate dollar amount of all Damages indemnified under clause (a) of Section 11.3 (Indemnification by Buyer) exceeds the Cap, as then in effect. If the amount of indemnification to which an Indemnified Party shall be entitled under this ARTICLE 11 (Indemnification; Remedies) as determined pursuant to Section 11.6 (Determination of Damages) with respect to any claim for indemnification hereunder to which the Cap applies would, but for the limitations set forth in this Section 11.4, cause the Cap, as then in effect, to be exceeded, then such Indemnified Party shall not be entitled to recover amounts above the Cap; provided...
Limitations on Amount. BUYER Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 6.4(a) until the total of all Damages with respect to such matters exceeds $25,000.00 and then only for the amount by which such Damages exceed $25,000.00. However, this Section 6.6 will not apply to claims under Section 6.4(b) through (e) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
Limitations on Amount. (a) In no event shall either party have the right to loss of profits or consequential, incidental, special or punitive damages of any kind whatsoever.
Limitations on Amount. (a) ACN will have no liability to indemnify any NetRatings Indemnified Person for any Damages under Section 8.2 except and to the extent that the total of all Damages incurred by NetRatings Indemnified Persons thereunder exceeds $375,000. Notwithstanding anything to the contrary herein, in no event shall ACN be obligated to indemnify the NetRatings Indemnified Persons, together, for Damages under clause (i) of Section 8.2 exceeding $13,750,000 in the aggregate.
Limitations on Amount the Acquiror. No Company Indemnified Party shall be entitled to indemnification pursuant to Section 11.3, unless and until the aggregate amount of Damages to all Company Indemnified Parties with respect to such matters under Section 11.4 exceeds US $100,000, at which time, the Company Indemnified Parties shall be entitled to indemnification for the total amount of such Damages in excess of US $100,000.
Limitations on Amount. (a) Xx. Xxxxxx and Seller will have no liability (for indemnification or otherwise) with respect to the matters described in clauses (a) and (b) of Section 9.02 until the total of all Damages with respect to such matters exceeds $100,000 and then only to the extent all such Damages exceed in the aggregate $100,000. Notwithstanding the foregoing, the aggregate liability of Xx. Xxxxxx and Seller under this Article IX (other than Section 9.03) shall not exceed $1,500,000; provided, however that this limit will not apply to the representations and warranties in Sections 3.01, 3.02, and 3.13 or any fraudulent acts or omissions or intentional material misrepresentations on the part of Xx. Xxxxxx or Seller.
Limitations on Amount. Seller and Shareholders Seller and Shareholders shall have no liability for indemnification until the total of all Damages with respect to such matters exceeds $250,000 (the “Basket”), and then only for the amount by which such Damages exceed the Basket; provided, however, that if, prior to the Closing, Buyer has asserted claims for Damages in an aggregate amount exceeding the Basket and the Closing occurs, from and after the Closing, Seller and Shareholders shall have no liability for indemnification with respect to claims under Section 11.2(a) until the total of all Damages (in excess of the Basket) with respect to such matters exceeds $10,000, and then for the entire amount of such Damages, including those not in excess of $10,000; provided, further, that in the event that the aggregate amount of such Damages does not exceed $10,000 on the second anniversary of the Closing Date, Seller and Shareholders shall have liability with respect to all such claims regardless of amount. Seller’s and the Shareholders’ aggregate liability for money Damages will not exceed an amount equal to $9,000,000. However, this Section 11.4 will not apply to claims under Section 11.2(b) through (h) or to matters arising in respect of Sections 3.1, 3.2, 3.8, 3.11, 3.13, 3.18, 3.23, 3.24 or 3.28 or to any intentional breach by Seller or either Shareholder of any covenant or obligation or claims for fraud, and Seller and the Shareholder responsible for such intentional breach will be jointly and severally liable for all Damages with respect to such breaches. Seller and Shareholders shall have no liability for indemnification with respect to matters arising in respect of Section 3.4 to the extent that Buyer is fully reimbursed in respect of such matters by virtue of the reduction in the Purchase Price as a result of the EBITDA Audit Adjustment. The amount of Damages required to be paid by Seller and Shareholders in respect of Damages will be reduced to the extent of 75% of any amounts Buyer actually receives pursuant to the terms of the insurance policies (if any) covering any such Damages. In addition, to the extent that any Damages in respect of which Seller is indemnified result in an actual reduction in the Tax Liabilities of Seller (“Seller Tax Benefit”) after taking into account any increased Tax Liabilities or decreased asset bases created by receipt of any indemnification payments hereunder, all as determined by Seller in its sole discretion, Seller shall repay to Buyer, as...
Limitations on Amount. 47 11.7 Procedure for Indemnification--Third-Party Claims......................... 48 11.8 Procedure for Indemnification--Other Claims............................... 49 11.9
Limitations on Amount. (a) Parent and Seller will have no liability to a Buyer Indemnified Party (for indemnification or otherwise) with respect to any Buyer Losses covered by Section 11.02(a)(i) or Section 11.03 until the aggregate amount of all Buyer Losses exceeds $1,000,000 (the "Basket Amount"), in which case Parent and Seller shall be obligated to indemnify the Buyer Indemnified Parties for the total amount of all Buyer Losses in excess of the Basket Amount; provided, however, that no individual claim or series of related claims for indemnification under Section 11.02(a)(i) or Section 11.03 shall be recoverable hereunder if it is or they are for an amount less than $50,000, until the aggregate amount of all such claims is equal to at least $500,000. Except for fraud or willful misrepresentation or as otherwise provided below, the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) and Section 11.03 shall not exceed $25,000,000; provided, however, that the aggregate liability of Parent and Seller for all amounts under Section 11.02(a)(i) with respect to breaches of or inaccuracies in the representations and warranties set forth in Section 4.25 and Section 11.03 shall not exceed $30,000,000 minus the amounts paid by Parent or Seller in respect of all other claims for indemnification under Section 11.02(a)(i) (the "Cap"). Notwithstanding the foregoing, the Basket Amount shall apply only to breaches of or inaccuracies in representations and warranties other than those set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or 4.15, and the Cap shall not apply to claims, breaches of or inaccuracies in representations and warranties set forth in Sections 4.01, 4.02, 4.03, 4.10(b) (only the third sentence thereof) or 4.15.
